Expression of Interest

Messrs John Howard Batchelor and Chow Wai Shing Daniel, both of FTI Consulting (Hong Kong) Limited, were appointed Joint and Several Receivers ("the Receivers") of the entire issued shares in an investment holding entity incorporated in the British Virgin Islands ("the Company").

The Company is the major shareholder, with a majority control shareholding interest ("the Majority Shareholding"), in an award-winning asset-light business engaged in the provision of luxury travel services ("the Business") operated under a well­established brand name in the market from over 55 offices and in more than 30 countries. The remaining minority shareholding ("the Minority Shareholding") in the Business is controlled by the Business' founder ("the Minority Shareholder"). The Business is expected to achieve an EBITDA of approximately USD45m for the financial year of 2018.

The Receivers are now seeking expressions of interest for the acquisition of the Majority Shareholding with the Company being the intended seller. The Receivers and the Company will not provide any representations and warranties in relation to the Business and interested parties are expected to conduct and rely on their own due diligence.

Interested parties should note that there is an existing shareholders agreement ("the SHA") governing the management and operation of the Business pursuant to which the Minority Shareholder retains a certain level of control over the management and operation of the Business and is entitled to certain other benefits. Further, disposal of the Majority Shareholding will be subject to, among other things, prior written consent, pre-emption right and tag-along right of the Minority Shareholder, and the Minority Shareholder will have a put option to force sell its Minority Shareholding to the incoming majority shareholder, subject to the terms and conditions of the SHA.

Interested parties who wish to acquire full ownership of the Business are expected to conduct their own separate discussions with and seek representations and warranties from the Minority Shareholder as appropriate and the Receivers will provide reasonable assistance to facilitate such discussions to the extent possible. The disposal of the Majority Shareholding is not conditional on the disposal of the Minority Shareholding.

The deadline for submission of an expression of interest is 5 p.m. (Hong Kong time) on 21 September 2018. Interested parties who wish to submit an expression of interest or obtain further information, please contact Mr Edmund Lo on +852 3768 4648 (email: edmund.lo@fticonsulting.com) or Mr Stanley Law on +852 3768 4724 (email: stanley.law@fticonsulting.com).